Articles of Association for a private limited company

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What are articles of association for a private limited company, and when do you need them?

When you first set up a limited company, you need to apply to Companies House (the UK's official registrar of companies, looking after private and public limited companies as well as limited liability partnerships). As part of the application process, you'll be given a unique registration number that stays with the company for life.

If you apply to set up your business using the Companies House set-up process, or you appoint someone else (like an accountant) to help you with it, you'll be provided with a standard set of articles of association, often called 'model articles'. They should look very similar to the set here and are the starting point for any new company. They are your company's rule book and they contain almost everything you need to know – about the rights and powers you have to make decisions for your company.

As your business changes, so these articles of association will need to evolve to reflect those changes. If for example, you take on investors, directors, expand operations and/or change your company structure, you'll need to amend your articles, or even adopt new ones. Any changes to their content will require shareholder consent. These changes might include issuing new shares or changing the rights to take decisions. So this is a key document in your business – and it never goes away.

A copy of your current articles of association should be filed with Companies House and they are publicly accessible. It's also good practice to keep a copy close to hand, as it sets out most of the rules for what you can and cannot do with your business. We recommend uploading a copy to your account, and then you'll always have them at your fingertips – and when it comes to amending or updating them, it will be much easier.